Mr. Jack Stoch reports

TOMAGOLD CORPORATION RECEIVES APPROVAL FOR OPTION OF CHIBOUGAMAU INDEPENDENT'S WEST BLOCK AND LOI ON EAST BLOCK

Chibougamau Independent Mines Inc. has received regulator approval of the option agreement announced on Aug. 14, 2023, with TomaGold Corp., pursuant to which Chibougamau granted TomaGold an option to acquire the West block, comprising 99 claims in Barlow and McKenzie townships, Quebec.

In order to exercise its option and acquire a 100-per-cent interest in the West block, TomaGold must make cash payments to Chibougamau in an aggregate amount of $2.65-million over a period of five years, including an initial payment of $300,000 on the effective date of the option agreement; issue six million shares to Chibougamau within five business days of the effective date of the option agreement; issue additional shares to Chibougamau on an annual basis for five years thereafter in an aggregate amount of $1.35-million, at an issue price per share equal to the volume-weighted average trading price of TomaGold's shares at the respective dates of issuance; and incur expenditures on the West block in an aggregate amount of $5.6-million over a period of five years, including $600,000 in the first year. Any shares issued by TomaGold to Chibougamau under the option agreement will be subject to a four-month hold period under applicable securities regulations and the policies of the TSX Venture Exchange.

Chibougamau will retain a 2-per-cent gross metals royalty (GMR) on the West block, as will Globex Mining Enterprises Inc. TomaGold has the right to repurchase 0.5 per cent of the 2-per-cent GMR held by each of Chibougamau and Globex for a total purchase price of $1.5-million, to be divided equally between Chibougamau and Globex.

Chibougamau is also pleased to announce that TomaGold has received approval of the letter of intent (LOI) for a potential sale of the East block to TomaGold. The East block is composed of 127 claims in McKenzie, Obalski, Roy and Lemoine townships, Quebec.

Under the LOI exclusivity period, Chibougamau undertakes not to seek to enter discussions or negotiations with any party other than TomaGold regarding the sale of the East block, in consideration for which TomaGold will pay $200,000 to Chibougamau. During the exclusivity period, TomaGold will be entitled to carry out a due diligence review of the East block.

An indicative term sheet forming part of the LOI provides that if Chibougamau and TomaGold enter into a definitive agreement for the purchase and sale of the East block, the purchase price will be $11-million in cash payments from TomaGold to Chibougamau over a period of two years, including $5-million upon signing of the definitive agreement, and the issuance by TomaGold to Chibougamau, on the closing date of the sale, of 10 million common shares at a deemed price of five cents per share. The LOI provides that TomaGold will grant a first-ranking hypothec to Chibougamau as security for payment of the cash purchase price for the East block.

The LOI also provides that TomaGold will grant a 2-per-cent GMR on the East block to each of Chibougamau and Globex, and that TomaGold will have the right to repurchase 0.5 per cent of the 2-per-cent GMR held by Chibougamau and Globex, respectively, for $750,000 for each 0.5 per cent purchased.

The LOI does not constitute a legally binding contract, offer or promise of sale of the East block, and no assurance can be given by Chibougamau that it will enter into a definitive agreement with TomaGold with respect to the sale of the East block on the terms and conditions set out above, or at all. Any definitive agreement with respect to the sale of the East block will be subject to regulatory approval, including that of the TSX Venture Exchange, and may be subject to shareholder approval.

TomaGold has received conditional approval from the TSX Venture Exchange for these transactions. The common shares to be issued in relation with the agreements are subject to a resale restriction period of four months and one day.

We seek Safe Harbor.